Terms of Use

We invite You to access our web site and use our Service (as defined below), but please note that Your invitation is subject to Your review and agreement with certain terms and conditions.

Please read these terms of use carefully before using the Services offered by Luidia, Inc. (“We” and/or “Luidia”). These terms of use are set forth in this document, and in certain other policies, guidelines and other terms or conditions that may be presented to You from time to time at other locations in our web sites in connection with specific Service offerings (all of which may be updated from time to time and are collectively referred to as our “Terms”, “Agreement” or “Terms of Use”). this Agreement sets forth the legally binding terms and conditions for Your use of the various websites owned and operated by Luidia, including, without limitation, the luidia.com, ebeamactivities.com, e-beam.com, and ebeamconnect.com websites and domain names and any web pages that display a direct link to this Terms, and any other features, products, content and web hosted services accessible through the Sites, including but not limited to online forums, training, support services, downloadable content, blogs, groups, news feeds and trial, beta or other downloads of software or applications offered from time to time by Luidia (“Sites”). This Agreement applies to all users of the Sites or Service, including users who are also contributors of content, information, and other materials or services on the Sites. You may be referred to in these terms as "You" or "Your". Any user (including You) may be referred to in these terms as "User".

Acceptance of Terms

Please read these Terms carefully as your access to this Sites or use of the Services in any way means You accept these Terms and agree to be bound by them and be a party to a legally binding contract with Luidia. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST STOP ACCESSING OR USING THIS SERVICE. Some services offered through the Service may be subject to additional terms and conditions promulgated by Luidia from time to time; Your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. If You enter into a separate written agreement or click “accept” or “agree” to become a party to another contract with Luidia (a “Separate Agreement”), these Terms of Use shall not be considered to supersede the specific contractual terms of the Separate Agreement. If there is any contradiction between the terms of the Separate Agreement and these Terms of Use, then the terms of the Separate Agreement shall take precedence over the contradictory terms in the Terms of Use with respect to the subject matter of such Separate Agreement.The Service is available only to individuals who are at least 13 years old. You represent and warrant that if You are an individual, You are at least 13 years old, You are of legal age to agree to these terms and conditions or You have Your parents’ permission to do so, and that all registration information you submit is accurate and truthful. Luidia may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions. If You are using the Services on behalf of an organization, You are agreeing to these Terms for that organization and promising that You have the authority to bind that organization to these terms. In that case, “You” and “Your” will refer to that organization.

Modifications

Luidia reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time, with or without notice. Luidia may also impose limits on certain features and services or restrict Your access to parts or all of the Service without notice or liability. It is Your responsibility to check the Terms of Use periodically for changes. Luidia may at any time and from time to time modify or discontinue, temporarily or permanently, the Site (or any part of it). Luidia shall not be liable to any User or other third party for any such modification, suspension or discontinuance. Luidia may from time to time add services, features or web properties to the Sites, and unless otherwise indicated, all such Services, features and Sites are subject to and governed by these Terms. YOUR CONTINUED USE OF THE SERVICE FOLLOWING THE POSTING OF ANY CHANGES TO THE TERMS OF USE CONSTITUTES ACCEPTANCE OF THOSE CHANGES. The then-applicable Terms of Service will be posted at www.e-beam.com/legal/terms-of-use.html , and Luidia will indicate the effective date of each update at the top of the Terms of Service.

Service Description

The Service consists of educational content, software, services and web sites (including but not limited to the Sites) hosted or made available by Luidia, which you may use, under the terms of this Agreement, for capturing, downloading, organizing, searching, modifying, storing, sharing and/or transmitting content on multiple computer and network platforms, now known or hereafter developed (collectively, the “Service”).

Use of Service

Subject to the terms and conditions within this Agreement, Luidia grants you a limited, non-exclusive license to utilize the Service so long as (i) you are of legal age to form a binding contract and (ii) you are not barred from receiving the Service under the laws of the United States. In order to access and/or use the Service, You may be required to provide current, accurate, identification, contact and other information as part of the registration process and/or continued use of the Service, and You will be responsible for maintaining the accuracy and completeness of such information. You may also be provided with an account, username, password and/or an email address to access or use the Service (“Luidia User ID”). You shall provide Luidia with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Luidia account. You shall not (i) select or use as a Luidia User ID a name of another person with the intent to impersonate that person; (ii) use as a Luidia User ID a name subject to any rights of a person other than You without appropriate authorization; or (iii) use as a Luidia User ID a name that is otherwise offensive, vulgar or obscene. Luidia reserves the right to refuse registration of, or cancel a Luidia User ID in its sole discretion. You are solely and fully responsible for activity that occurs on your account, whether or not You authorized that activity, and shall be responsible for maintaining the confidentiality of Your Luidia password. You shall never use another user’s account without such other user’s express permission. You will immediately notify Luidia in writing of any unauthorized use of Your account, or other account related security breach of which You are aware. You are responsible for safeguarding the password that You use to access the Services and You agree not to disclose your password to any third party. Luidia will not be liable for any loss or damage arising from Your failure to provide Luidia with accurate information or to keep Your Account information secure. You are solely responsible for obtaining the equipment and telecommunication services necessary to access the Service, and all fees associated therewith (such as computing devices and Internet service provider and airtime charges).

Privacy

While Luidia strives to maintain Your privacy, You should always use caution when giving out any personally identifiable information about Yourself or Your children in any User Submissions (as defined below). Any User Submissions that You place on the Site can be obtained and used by others. Luidia does not control or endorse the content, messages or information found in any User Submissions on the Site. Luidia specifically disclaims any responsibility or liability with regard to the User Submissions and any actions resulting from Your participation in any User Submissions on the Site. Luidia's current privacy statement is located at www.e-beam.com/privacy.html (the “Privacy Policy”) and is incorporated by reference into these Terms of Use. For inquiries in regard to the Privacy Policy, or to report a privacy-related problem, please contact legal@luidia.com.

Rules and Conduct

As a condition of use, You promise not to use the Service for any purpose that is prohibited by the Terms. The Service (including, without limitation, any Content, or User Submissions -both as defined below) is provided only for Your own personal, non-commercial use. You are responsible for all of Your activity in connection with the Service. For purposes of the Terms, the term “Content” includes, without limitation, any advertisements, advice, suggestions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Luidia or its partners on or through the Service.

Please ensure that You are mindful of the legal rights of others in copyrightable works, trademarks and service marks and their individual privacy, and do not reproduce or upload or publish content that will violate their rights or subject you to legal liability. Luidia cannot and will not provide You legal or other advice on these issues, but will act in accordance with applicable law and in the best interests of Luidia and, in its discretion, the interests of those who use the Service. There are many legal reference websites available to You on the Internet and otherwise, and we encourage You to obtain advice from a lawyer familiar with such issues if You are unsure of your rights to upload, distribute or publish any content. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms and all applicable laws and regulations in the relevant legal jurisdictions (including, without limitation, laws and regulations relating to the recording of audio, copyright laws, privacy laws and the storage and transmission of data and technology). Without limiting the foregoing, You shall be deemed to represent and warrant to Luidia that you have the unfettered legal rights and authority to permit You to submit your content to Luidia in connection with Your use of the Service, and such submission and the grant to Luidia of the rights you grant herein in connection with Luidia’s offering and operation of the Service does not infringe the rights of any person or third party.

By way of example, and not as a limitation, You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, that:

infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;

contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Luidia or any third party; or

impersonates any person or entity, including any employee or representative of Luidia.

Additionally, You shall not: (i) take any action that imposes or may impose (as determined by Luidia in its sole discretion) an unreasonable or disproportionately large load on Luidia’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Luidia may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Sites.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that You receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

Luidia reserves the right to remove any content (including but not limited to User Submissions) from the Sites or Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Luidia is concerned that You may have violated the Terms of Use), or for no reason at all. You understand that, notwithstanding our efforts and these Terms, You may be exposed to offensive, indecent or objectionable content when using the Service, and, accordingly, You use the Service at Your own risk. There are commercially available services and software to limit access to material that You may find objectionable. We may, but shall have no obligation, to provide such services and software, or enable such services or software to work with the Service.

Fees and Payment

Luidia reserves the right to require payment of fees for certain features of the Service. Should you elect to subscribe to such features, you shall pay all applicable fees, as described on the Sites in connection with such features. Luidia reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by email or posted on the Sites. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges.

Third Party Sites

The Service may include the use of third party resources and/or links to third party websites as part of the Service and other websites or resources may contain links to the Sites. When you access third party websites, you do so at your own risk. These other websites are not under Luidia's control, and you acknowledge and agree that Luidia is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Luidia or any association with its operators. You further acknowledge and agree that Luidia shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

No Emergency Services

You expressly agree and understand that the Service is not intended to support or carry emergency or time-critical calls or communications to any type of hospital, law enforcement agency, medical care unit or any other kind of emergency or time-critical service (“Emergency Services”). Luidia, its affiliates or staff are in no way liable for such emergency calls or communications. By agreeing to these Terms of Use you understand that additional arrangements must be made to access Emergency Services. To access Emergency Services, you acknowledge and accept your responsibility to purchase, separately from the Service, traditional wireless or wireline telephone service and other means of communication intended for access to Emergency Services. You recognize and agree that Luidia is not required to offer Emergency Services or access thereto pursuant to any applicable local and or national rules, regulation or law. You further acknowledge that Luidia is not a replacement for your primary telephone service or any other means of communication.

Luidia and Site Content

These terms do not grant You any right, title, or interest in the Services or the content in the Services. You acknowledge and agree that Luidia (and any licensors to Luidia) own(s) all legal right, title and interest in and to the Service, including, without limitation, all software comprising a part of the Service that is either hosted on Luidia’s servers and all intellectual property rights therein (whether registered or not and wherever existing in the world). You further acknowledge and agree that the rights in the Service, including all intellectual property rights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any Separate Agreement. Except for the limited license rights specifically granted to You in these Terms (and any rights expressly granted to you in a Separate Agreement), Luidia and its suppliers own and shall retain all rights, title and interests, including, without limitation, intellectual property rights, in and to the Service and all Software utilized therein (and all copies thereof and related materials that are delivered or made available to You with the Service). While we appreciate it when users send us feedback, please be aware that We may use any feedback or suggestions You send us without any obligation to You. These Terms do not grant You any rights to use the Luidia trademarks, logos, domain names, or other brand features. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or other proprietary rights not owned by You, (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates any third party right.

You may, to the extent the Sites expressly authorize You to do so, download or copy the Content, and other items displayed on the Sites for download, for personal use only, provided that You maintain all copyright and other notices contained in such content. You do not acquire any ownership interest by downloading any such content from the Site. You agree to not download and/or store bulk amounts of Submissions or other content from the Sites, regardless of whether the intent is to use such content for commercial or non-commercial purposes. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from Luidia, or from the copyright holder identified in such Content's copyright notice.

Unless specifically otherwise stated in these Terms, your permission to use the Site does not include: any resale or commercial use of the Site or Contents (including User Submissions) whether provided by Luidia or any of its Users or third party content providers, or any derivative use of this Site or its Contents; or the creation of a competing offering. Unless an express license is granted to you elsewhere in these Terms or related features or Services, you agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, transfer, sell or otherwise exploit any of the Content, User Submissions, software, products or Services on this site for any commercial purpose. By using the Site, you warrant to Luidia that you will not use the Site, or any of the Content (including User Submissions) obtained from the Site, for any purpose that is unlawful or prohibited by these Terms. If you violate any of these Terms, without limiting any other remedy available to Luidia, your permission to use the Site automatically terminates.

User Submissions

The Service may provide You with the ability to upload, submit, disclose, distribute or otherwise post (hereafter, "Posting") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, works of authorship or other information to the Services ("User Submissions"). By Posting User Submissions on or at any of the Sites or otherwise through the Service, You retain full ownership to Your User Submissions. We don't claim any ownership to any of it. You agree that You are solely responsible for protecting and enforcing Your ownership and that Luidia has no obligation to do so on Your behalf. These Terms do not grant Luidia any rights to your User Submissions or intellectual property except for the limited rights that are needed to run the Services, as explained below:

By submitting the User Submissions to Luidia, or displaying, publishing, or otherwise Posting any content on or through the Sites or the Service, You hereby do and shall grant Luidia a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Sites, the Service and Luidia’s (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Sites (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Sites and/or the Service a non-exclusive license to access your User Submissions through the Sites and the Service, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Sites and the Service and under these Terms. For clarity, the foregoing license grant to Luidia does not affect Your other ownership or license rights in Your User Submission(s), including the right to grant additional licenses to the material in Your User Submission(s), unless otherwise agreed in writing;

By submitting the User Submissions, You agree that Luidia will treat such User Submissions as non-confidential, that Luidia can use such User Submissions without any compensation to You or to any other person or entity, and that Luidia may have already developed, or is in the process of developing, and is not restricted in any way from developing and marketing, products, services, functions, features or plans similar to or competitive with any described in such User Submissions from You;

You represent and warrant that You own or otherwise control all rights to such User Submissions and that disclosure and use of such User Submissions by Luidia (including without limitation, publishing content on or at the Sites) will not infringe or violate the rights of any third party; and

You understand that Luidia shall have the right to reformat, excerpt, or translate any materials, content or information submitted by You; and that all information publicly posted or privately transmitted through the Sites is the sole responsibility of the person from which such content originated and that Luidia will not be liable for any errors or omissions in any content; and that Luidia cannot guarantee the identity of any other users with whom You may interact in the course of using the Service. While in certain portions of the Site, You are able to remove User Submissions made by You, You acknowledge that this license cannot be terminated or the waiver revoked by You once the User Submission is submitted to the Site.

Luidia does not endorse and has no control over any User Submission. Luidia cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by You using the Service is at Your own risk and You will be solely responsible for any damage or loss to any party resulting therefrom.

The Services may provide features that allow You to share your User Submission with others or to make it public. There are many things that users may do with your User Submission, so please consider carefully what You choose to share or make public. Luidia has no responsibility for that activity and under no circumstances will Luidia be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted or otherwise made available via the Service. If We find that any of Your User Submissions violates our Terms (including by violating another person’s intellectual property rights), We reserve the right to unshare or take down such content. Luidia may choose to review public content for compliance with our guidelines, but You acknowledge that Luidia has no obligation to monitor the Site, Service, Content, or User Submissions.

Termination

Luidia may terminate Your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with Your membership. If You wish to terminate Your account, You may do so by following the instructions on the Sites. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer and General Content Disclaimer

Luidia has no special relationship with or fiduciary duty to You. You acknowledge that Luidia has no control over and no duty to take any action regarding: which users gains access to the Site; what content You access via the Site; what effects the content may have on You; how You may interpret or use the content; or what actions You may take as a result of having been exposed to the content. The content provided by or through the Service is for entertainment purposes only, and should not be relied upon. No Content is intended to substitute for personal advice from a qualified professional. When applicable, always seek the advice of a qualified professional, and never disregard professional advice or delay in seeking it because of any Content. You release Luidia from all liability for You having acquired or not acquired content through the Sites. The Sites may contain, or direct You to websites containing, information that some people may find offensive or inappropriate. Luidia makes no representations concerning any content contained in or accessed through the Sites, and Luidia will not be responsible or liable for the accuracy, copyright compliance, legality, reliability, usefulness, completeness, timeliness or decency of material contained in or accessed through the Sites and/or Content or otherwise as a result of Your use of the Service.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED "AS IS" AND "AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. LUIDIA, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE, ERROR FREE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LUIDIA OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Electronic Communications Privacy Act Notice (18USC 2701-2711): LUIDIA MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITES OR ANY WEBSITE LINKED TO THE SITES. Luidia will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Luidia’s equipment, transmitted over networks accessed by the Sites, or otherwise connected with Your use of the Service.

Indemnification

You shall defend, indemnify, and hold harmless Luidia, its affiliates and each of its employees, partners, affiliates, directors, advertisers, suppliers and representatives from all liabilities, claims, damages (actual and consequential), losses, and expenses (including legal and other professional fees), that arise from or relate to (i) Your use or misuse of, or access to, the Site, Service, Content or otherwise from Your User Submissions, (ii) Your violation of the Terms of Use, or (iii) infringement by You, or any third party using Your account, of any intellectual property or other right of any person or entity. Luidia reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event you will assist and cooperate with Luidia in asserting any available defenses.

Limitation of Liability YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL LUIDIA, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES HOWEVER ARISING (EVEN IF LUIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR YOUR RELIANCE ON THE SERVICE OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

International/Non-California Use

Luidia makes no representation that the Content is appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such Content is illegal. If You access the Service from other locations, You do so at your own initiative and are responsible for compliance with local laws.

You may not use or otherwise export the Service or any Luidia Software except as authorized by United States law and the laws of the jurisdiction in which the Service is hosted and accessed by You, or where Your use any of the Luidia Software. In particular, but without limitation, the Evernote Software may not be (i) exported or re-exported into any U.S. embargoed countries or (ii) provided to or used by anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service, You represent and warrant that You are not located in any such country or on any such list, and shall not use the Service in any such country.

Dispute Resolution

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

This Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of California regardless of your country of origin or where you access the Services, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Luidia agree that all Claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and Luidia agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such Claims. Notwithstanding the above, you agree that Luidia shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction; (d) the prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith, and (e) judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

Claims Are Time-Barred

You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action You may have arising out of or related to use of the Service or otherwise under these must be filed within one (1) year after such claim or cause of action arose or You hereby agree to be forever barred from bringing such claim. The provisions of this section, entitled “Claims Are Time-Barred” shall be deemed to constitute a separate written legally binding agreement by and between You and Luidia.

Integration and Severability

The Terms of Use are the entire agreement between You and Luidia with respect to the Service and use of the Sites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Luidia with respect to the Sites. If any provision of the Terms of Use is found to be unenforceable or invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

Luidia shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Luidia’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to You, and are not assignable, transferable or sublicensable by You except with Luidia's prior written consent. Luidia may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You agree that We may provide You with notices hereunder by email, regular mail or postings on the web site(s) related to the affected Service, in our discretion, and that We may rely upon the contact information You have provided as being accurate, complete and current.

You acknowledge and agree that each affiliate of Luidia shall be a third party beneficiary to these Terms of Service and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms of Service which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary to these Terms of Service.

The section headings in these Terms of Service are for convenience only and have no legal or contractual effect.

Language

Where Luidia has provided You with a translation of the English language version of this Agreement, the Privacy Policy, or any other documentation, You agree that the translation is provided for Your convenience only and that the English language versions of this Agreement, the Privacy Policy, and any other documentation will govern Your relationship with Luidia.

No Injunctive Relief

In no event shall You seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

Luidia has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Luidia’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is:

It is Luidia’s policy to (1) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements:

If You believe that Content residing on or accessible through the Sites or Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed above:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

2. Identification of works or materials being infringed;

3. Identification of the Content that is claimed to be infringing including information regarding the location of the Content that the copyright owner seeks to have removed, with sufficient detail so that Luidia is capable of finding and verifying its existence;

4. Contact information about the notifier including address, telephone number and, if available, e-mail address;

5. A statement that the notifier has a good faith belief that the Content is not authorized by the copyright owner, its agent, or the law; and

6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

It is Luidia’s policy:

1. to remove or disable access to the infringing Content;

2. to notify the Content provider, member or user that it has removed or disabled access to the Content; and

3. that repeat offenders will have the infringing Content removed from the system and that Luidia will terminate such content provider’s, member’s or user’s access to the service.

C. Procedure to Supply a Counter-Notice to the Designated Agent:

If the Content provider, member or user believes that the Content that was removed or to which access was disabled is either not infringing, or the Content provider, member or user believes that it has the right to post and use such Content from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of the Content provider, member or user;

2. Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;

3. A statement that the Content provider, member or user has a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and

4. Content provider’s, member’s or user’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or if the Content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Luidia is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Luidia may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Luidia’s discretion.

General Luidia Contact

You may contact Luidia at the following address:

Legal Department

Luidia, Inc

1301 Shoreway Road, Suite 275

Belmont, CA 94002

Warranty Disclaimer

Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gains access to the Website; what Content you access via the Website; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Sites. The Sites may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any content contained in or accessed through the Sites, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sites.

THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED "AS IS" AND "AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY ATYOUR OWN RISK.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITES OR ANY WEBSITE LINKED TO THE SITES. Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Sites, or otherwise connected with your use of the Service.

Indemnification

You shall defend, indemnify, and hold harmless Company, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to (i) your use or misuse of, or access to, the Sites, Service, Content or otherwise from your User Submissions, (ii) your violation of the Terms of Use, or (iii) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses.

General Content Disclaimer

The Content provided by or through the Service is for entertainment purposes only, and should not be relied upon. Company makes no representations or warranties concerning the appropriateness, accuracy, reliability, usefulness, completeness, or timeliness of such Content. No Content is intended to substitute for personal advice from a qualified professional. When applicable, always seek the advice of a qualified professional, and never disregard professional advice or delay in seeking it because of any Content.

By using the Service, you agree that Company shall not be responsible for (1) any Content, (2) any person’s reliance on any such Content, whether or not correct, current and complete, or (3) the consequences of any action that you or any other person takes or fails to take based on any Content or otherwise as a result of your use of the Service.

Limitation of Liability

IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR YOUR RELIANCE ON THE SERVICE OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

International/Non-California Use

Company makes no representation that the Content is appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

Dispute Resolution

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Company agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.

Integration and Severability

The Terms of Use are the entire agreement between you and Company with respect to the Service and use of the Sites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Sites. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Company has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Company’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this policy.

It is Company’s policy to (1) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements

If you believe that Content residing on or accessible through the Company web site or service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

Identification of works or materials being infringed;

Identification of the Content that is claimed to be infringing including information regarding thelocation of the Content that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;

Contact information about the notifier including address, telephone number and, if available, e-mail address;

A statement that the notifier has a good faith belief that the Content is not authorized by the copyright owner, its agent, or the law; and

A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent

It is Company’s policy:

to remove or disable access to the infringing Content;

to notify the Content provider, member or user that it has removed or disabled access to the Content;and

that repeat offenders will have the infringing Content removed from the system and that Company will terminate such content provider’s, member’s or user’s access to the service.

C. Procedure to Supply a Counter-Notice to the Designated Agent

If the Content provider, member or user believes that the Content that was removed or to which access was disabled is either not infringing, or the Content provider, member or user believes that it has the right to post and use such Content from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

A physical or electronic signature of the Content provider, member or user;

Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;

A statement that the Content provider, member or user has a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and

Content provider’s, member’s or user’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or if the Content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Company’s may send a copy of the counternotice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Company’s discretion.

Please contact Company’s Designated Agent to Receive Notification of Claimed Infringement at the following address: